TABLE OF CONTENTS Sample Clauses

TABLE OF CONTENTS. PREAMBLE 1

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TABLE OF CONTENTS. Section 1 - DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 12 Section 2 - THE INVESTMENTS 13 2.1 Purchaser’s Investment Limits 13 2.2 Procedure for Making Purchases 13 2.3 Sale and Assignment 15 2.4 Fees 15 2.5 Computation and Payments; Commitment Fees 15 2.6 Pro Rata Treatment and Payments 16 2.7 Requirements of Law 16 2.8 Taxes 17 2.9 Indemnity 18 2.10 Records 19 2.11 Purchase Price Adjustments/Deferred Purchase Price 19 2.12 Repurchases of Purchased Assets: Deemed Collections 20 2.13 Application of Collections 21 Section 3 - REPRESENTATIONS AND WARRANTIES 22 3.1 Financial Condition 22 3.2 No Change 22 3.3 Existence; Compliance with Law 22 3.4 Power; Authorization; Enforceable Obligations 23 3.5 No Legal Bar 23 3.6 Litigation 23 3.7 No Default 23 3.8 Ownership of Property; Liens 24 3.9 Taxes 24 3.10 Federal Regulations 24 3.11 Investment Company Act; Other Regulations 24 3.12 Accuracy of Information, etc. 25 3.13 Solvency 25 3.14 Security Documents 25 3.15 Principal Place of Business 25 3.16 Accounting for Scheduled Receivables 25 3.17 Compliance with Money Laundering and Anti-Terrorist Laws 25 Section 4 - CONDITIONS PRECEDENT 26 4.1 Conditions Precedent to Initial Purchase 26 4.2 Conditions Precedent to All Purchases 27 4.3 Conditions to Effectiveness 28 Section 5 - COVENANTS 29 5.1 Financial Statements 29 5.2 Certificates; Other Information 29 5.3 Payment of Obligations 30 5.4 Maintenance of Existence; Compliance 30 5.5 Maintenance of Property; Insurance 30 5.6 Inspection of Property; Books and Records; Discussions 30 5.7 Notices 30 5.8 Use of Proceeds 31 5.9 Irrevocable Payment Instructions 31 5.10 Further Assurances 31 5.11 Offices, Records, Books of Account 31 5.12 Sales, Liens, Etc. 32 5.13 Extension or Amendment of Receivables 32 5.14 Status of Scheduled Receivables 32

TABLE OF CONTENTS. Section Page

TABLE OF CONTENTS. The table of contents and headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

TABLE OF CONTENTS. (continued)

TABLE OF CONTENTS. Introduction 1

TABLE OF CONTENTS. In the event any Waived Consent results in any transfer or assignment contemplated hereunder (including with respect to any Asset) to be rendered void, then, after the Closing, (x) Seller and Buyer shall enter into such documents (including, without limitation, economic assignment agreements) and take such other actions as may be reasonably required by Buyer so that all the benefits and burdens of ownership of such Assets inure to Buyer or its designee, (y) at Buyer’s direction, Seller shall enforce all rights and take such actions with respect to such Assets for the benefit of Buyer and (z) Seller shall promptly pay any payments, receivables or other income received in connection therewith over to Buyer or its designee and until so transferred shall hold the same in trust for the benefit of Buyer or its designee. Except as otherwise set forth herein, including without limitation, Article XI hereof, if, following the Closing, any Seller, Buyer or Buyer’s designee, or any of their respective Affiliates, suffers any Losses as a result of a third party claim arising from any Waived Consent, Buyer and Seller shall each be responsible for fifty percent (50%) of the total amount of such Losses. Buyer shall have the right to commence, conduct and control, through its own counsel, the prosecution, defense and/or settlement of any claim, proceeding, litigation or action arising from or relating to such Waived Consent, and all costs and expenses in connection therewith shall constitute additional Losses for which Seller shall be responsible for fifty-percent (50%), and Seller shall use commercially reasonable efforts to cooperate with Buyer in connection with any such prosecution, defense and/or settlement.

TABLE OF CONTENTS. ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 12 Section 1.03 Incorporation by Reference of Trust Indenture Act 12 Section 1.04 Form of Documents Delivered to Trustee 12 Section 1.05 Acts of Holders 13 Section 1.06 Notices, Etc., to Trustee and Company 15 Section 1.07 Notice to Holders; Waiver 15 Section 1.08 Conflict with Trust Indenture Act 16 Section 1.09 Effect of Headings and Table of Contents 16 Section 1.10 Successors and Assigns 16 Section 1.11 Separability Clause 16 Section 1.12 Benefits of Indenture 16 Section 1.13 Governing Law 16 Section 1.14 No Recourse 16 Section 1.15 Compliance Certificates and Opinions 17 Section 1.16 Waiver of Jury Trial 17 Section 1.17 Force Majeure 17 ARTICLE TWO SECURITY FORMS 18 Section 2.01 Forms Generally 18 Section 2.02 Form of Trustee’s Certificate of Authentication 18 Section 2.03 Securities in Global Form 19 ARTICLE THREE THE SECURITIES 19 Section 3.01 Amount Unlimited; Issuable in Series 19 Section 3.02 Denominations 22 Section 3.03 Execution, Authentication, Delivery and Dating 22 Section 3.04 Temporary Securities 24 Section 3.05 Registration, Registration of Transfer and Exchange 25 Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities 27 Section 3.07 Payment of Interest; Interest Rights Preserved 28 Section 3.08 Persons Deemed Owners 30 Section 3.09 Cancellation 30 Section 3.10 Computation of Interest 30 Section 3.11 CUSIP Numbers 30 ARTICLE FOUR SATISFACTION, DISCHARGE AND DEFEASANCE 31 Section 4.01 Satisfaction and Discharge of Indenture 31 Section 4.02 Application of Trust Money 32 Section 4.03 Satisfaction, Discharge and Defeasance of Securities of any Series 32 ARTICLE FIVE REMEDIES 35 Section 5.01 Events of Default 35 Section 5.02 Acceleration 36 Section 5.03 Other Remedies 37 Section 5.04 Waiver of Past Defaults 38 Section 5.05 Control by Majority 38 Section 5.06 Limitation on Suits 38 Section 5.07 Rights of Holders to Receive Payment 39 Section 5.08 Collection Suit by Trustee 39 Section 5.09 Delay or Omission Not Waiver 39 Section 5.10 Trustee May File Proofs of Claim 39 Section 5.11 Priorities 40 Section 5.12 Undertaking for Costs 40 Section 5.13 Waiver of Stay, Extension or Usury Laws 40 Section 5.14 Judgment Currency 41 ARTICLE SIX THE TRUSTEE 41 Section 6.01 Certain Duties and Responsibilities 41 Section 6.02 Certain Rights of Trustee 42 Section 6.03 Not Responsible for Recitals or Issuance of Securities 44 S...